FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Lambert Andrew Alan
2. Issuer Name and Ticker or Trading Symbol

Heliogen, Inc. [ HLGN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chf. Mfg. & Sply. Chain Ofc.
(Last)          (First)          (Middle)

C/O HELIOGEN, INC. 130 WEST UNION ST
3. Date of Earliest Transaction (MM/DD/YYYY)

9/2/2022
(Street)

PASADENA, CA 91103
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 9/2/2022  M  25166 A$.30 689311 (1)D  
Common Stock         96 I As custodian for UTMA account (2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $.30 9/2/2022  M     25166   (4)3/29/2031 Common Stock 25166 $0 260049 D  

Explanation of Responses:
(1) Includes 503,321 shares represented by restricted stock units ("RSUs") initially granted under the Issuer's 2013 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of the Common Stock of the Issuer. Six and one-quarter percent (6.25%) of the shares underlying the RSUs initially granted vest in quarterly installments with the first installment vested on March 15, 2022, subject to the Reporting Person's continuous service.
(2) The shares are held in a custodial account established for an immediate family member of the Reporting Person pursuant to the Uniform Transfers to Minors Act for which the Reporting Person serves as a custodian.
(3) The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
(4) The option for 402,656 underlying shares was granted on March 30, 2021 under Issuer's 2013 Stock Incentive Plan, with 25% vesting on March 15, 2022 and the remainder vesting in 36 substantially equal monthly installments from March 15, 2022, subject to the Reporting Person's continuous service. The amount reported herein represents the unexercised and outstanding portion of such option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Lambert Andrew Alan
C/O HELIOGEN, INC. 130 WEST UNION ST
PASADENA, CA 91103


Chf. Mfg. & Sply. Chain Ofc.

Signatures
/s/ Deborah Chen, Attorney in Fact9/7/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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